Backstop Purchase Agreement

A backstop buyer is a company that agrees to purchase all remaining unsubscribed securities from a subscription offer or issue. In this case, the rights offer is set up in advance by the issuer as an insurance offer. The backstop buyer offers security to the issuing company by ensuring that all newly issued shares will be purchased so that the company can meet its fundraising requirements. A backstop is also known as a standby buyer. Registration or qualification or, in the case of a government entity responsible for that part of the undertaking or any of its characteristics, is necessary for the acquisition of the commitment shares by the commitment parties under this agreement and the implementation and delivery of that agreement by that part of the undertaking, as well as the fulfilment and compliance by the parties of this agreement and the transactions contemplated and, therefore) , with the exception (i) of the filing of the confirmation decision, (ii) of bids, if any, in accordance with the HSR Act and the expiry or end of all waiting periods applicable in this agreement or any notification, authorization, authorization or consent applicable in connection with other antitrust laws relating to transactions under this agreement , (iii) submissions, if any, in accordance with the data protection authority, including, if applicable, A) receiving a written notification from CFIUS that (1) the transactions in this agreement do not constitute a covered transaction within the framework of the data protection authority, or (2) CFIUS (I) has completed its review or investigation of a joint voluntary notification and has completed all actions carried out under the protection authority (II) completed its assessment of a statement and completed all actions under the Data Protection Authority, or refused to complete all measures, but refrain from requesting a joint voluntary notification or (B) if CFIUS sent a report to the President on the President`s decision regarding the operations provided for in this agreement. , and (1) a written notification from CFIUS announcing the President`s decision not to take any measures to suspend or ban transactions under this agreement. , or (2) the President has not taken any action, within 15 days of CFIUS receiving such a report from the President to suspend or prohibit transactions under this agreement, (iv) if applicable, in accordance with the NISPOM, with the DCSA and any other cognitive safety agency, and the receipt of a request from the DCSA to the DCSA for a letter of commitment signed by the company to be sent to the parties , and the parties to the undertaking (I) action plan and (II) the possibility for the company to keep an FCL at the same level as the current FCL, as well as the written authorization required by any other CSA, v) the submission of other business documents in connection with transactions under this agreement with the relevant state filing offices; (vi) these authorizations; , authorizations, registrations or qualifications required by foreign securities legislation, federal laws on government securities or government securities, or blue sky laws relating to the offer and sale of rights-holding shares, shares of backstop and backstop commitment Premium, (vii) confirmation of the United States.

Comments are closed.